软件开发合同英文版.docx

1、软件开发合同英文版软件开发合同Party A : Party B : 签订日 年第1页共16页Entrusting Party (Party A):En trusted Party (Party B):Date :Sig n at:Validity:Pri nted by Min istry of Science and Tech no logy of the People s Republic of Chi naIn structio nThe con tract is a sample for Tech no logy Developme nt Con tract prin ted by

2、Mi ni stry ofScience and Tech no logy of the People s Republic of China. The tech ni calcon tract registry orga ns can recomme nd the sample to the parties concerned in tech no logy con tracts for referen ce.1.The con tract is applied for the tech no logy developme nt con tracts in whichone party en

3、 trusts the other party to research and develop new tech no logies ,products , crafts , materials or new varieties and series.2.If there are several represe ntatives in either party , Party A or Party Bcould be respectively listed as com mon en trust ing party or com mon en trustedparty in the “Entr

4、usting Party ”or “Entrusted Party ”provisions (new page )accord ing to their own relati ons in the con tract.3.Any conditions not stipulated here will be listed in the appendix inaccorda nee with to the parties n egotiati ons. And the appe ndix forms anin dispe nsable part of this con tract.upon by

5、the parties , they should be indicated with the word such as N/A.Tech no logy Developme nt (Commissi on) Con tractEn trust in gParty(PartyA):Locati on:Legal Represe ntative:Project Con tact Pers on:Con tact In formati on:Address:Tel: Fax:Email:En trusted Party (Party B):Locati on:Legal Represe ntati

6、ve:Project Con tact Pers on:Con tact In formati on:Address:Tel: Fax:Email:In the Con tract , Party A en trust Party B to research and developProject. The R&Dfund and remuneration shall be born by Party A.Party B accepts the en trustme nt and hereby con ducts the R&Dwork. In accorda nee with theCon t

7、ract Law of the People s Republic of China , and on the prin ciple of reality and mutualon the basis of equalityagreement through negotiationsthe follow ing articles are reached and abided by the two parties:Article 1 The requireme nts of the R&D project in the Con tract1.Tech ni cal Objective:2.Tec

8、h ni cal Content:3.Technical Method and Strategy:thisArticle 2 Party B shall submit the R&Dplan to Party A within days afterCon tract comes into effect. The pla n should in clude the followi ng content: 1 .2.3.4.Article 3 Party B shall accomplish the R&D work accord ing to the follow ing schedule:1.

9、2.3.Article 4 Party A shall provide the follow ing tech ni cal data and cooperati on to Party B:1.Tech ni cal Data List:2.Delivery Date and Manner:3.Other cooperati on matters:After the performa nee of the Con tract , the above tech ni cal data shall by the be han dled follow ing ways:Article 5 Part

10、y A shall pay the R&D fund and remun erati on accord ing to the following terms:1.The total amount of the R&D fund and remun erati on isIn cludi ng: (1) The payme nt shall be made by Party A to Party B based on (on e-timecalculation , installment payment or royalty payment). The detailed payment mod

11、e and date are as follow ing:3. The information of Party B s Bank Name , Bank Address and account numberis as followi ng:Bank Name:Bank Address:Acco unt Name:4. With the two parties con firmati on , Party A shall pay the R&D fund andremun erati on to Party B by means of the profit shari ng which is

12、gen erated fromthe R&Dachieveme nts. Party B has the right to check Party A s releva nt acco unts in themanner ofArticle 6 The R&D fund shall be used by Party B in the form of. PartyA has the right to inspect Party Bs R&D work and the utilization of R&D fundby the means of, but Party A should avoid

13、disturb ing the no rmal workof Party BArticle 7 Any cha nges occurred in the Con tract shall be con firmed in a writte nform through the negotiation of the two parties. Under the followingcircumstances , one party may submit the request for modificationof the rightsand obligati ons stipulated in the

14、 Con tract, and the other party shall make arequest shall be regarded as bei ng accepted.2,3.4*Article 8 Party B shall n ot tran sfer part of or the en tire of the R&D work stipulated in the Con tract to the third party without the consent of Party A.But under the following circumstances , Party B m

15、aytransfer part of or the entire of theR&Dwork stipulated in the Con tract to the third party without the consent of Party A.1. i2 ；3.;4. The detailed content of the R&D work which Party B may tran sfer in cludesArticle 9 As for the liability for risks involved in a failure or partial failure in res

16、earch anddevelopme nt caused by in surm oun table tech ni cal difficulties un der the curre nt tech nology and con diti on occurri ng in the process ofperforma nee of the Con tact , it shall be un dertake n by the two parties in accordance with the following stipulations:risk stipulated in the Con t

17、act shallCon firmed by both parties , the tech ni calbe assessed in the manner of. The main content of the tech ni cal riskassessment shall include its existence , scope , degree , loss and so on. Thetech ni cal risk assessme nt should have the follow ing basic con diti ons:1.The project men ti oned

18、 in the Con tract is difficult eno ugh for the prese nttech no logic level;2.Party B subjectively commits no fault and the failure of research anddevelopme nt is con sidered by experts as reas on able.Once one party discovers that the situation is likely to cause a failure orpartial failure in resea

19、rch and development , the Discoverer shall inform the other party of the situati on withi n days and take appropriate measures toreduce losses. If one party fails to inform the other party in due time and take appropriate measures and as a result the losses are aggravated , the responsible Party sha

20、ll bear theliability for the aggravated part of the losses.Article 10 In the performa nce of the Con tract , the tech no logy which is the object of aresearch and development has been made public by others (including the form of pate nt). On eparty shall no tify the other party to resci nd the Con t

21、ract within days. If one party fails to inform the other party in due time and as a result the other party s losses occur , the otherparty has right to claim compensation for its losses. Article 11 Mutually con firmed , the twoparties shall un dertake the followi ng obligati ons of mai ntai ning con

22、 fide ntiality stipulated in the Con tract:Party A1. Content of con fide ntiality (in cludi ng tech ni cal in formati on and operati onin formati on)2.Secret related pers onn el:3.Term of con fide ntiality4.Resp on sibility over con fide ntial in formati on disclosure:Party B1. Content of con fide n

23、tiality (in cludi ng tech ni cal in formati on and operati onin formati on)2. Secret related pers onn el:3.Term of con fide ntiality4.Resp on sibility over con fide ntial in formati on disclosure:Article 12 Party B shall submit the R&Dachievements to Party A in the following format:1. The delivery m

24、ethod and quantity of the R&D achievements:2. Delivery date and place:Article 13 C on firmed by both sides , Party A shall adopt the follow ing sta ndardsand methods to exam ine and accept the R&D result accomplished by Party BArticle 14 Party B shall guara ntee that the research and developme nt ac

25、hievements delivered to Party A shall not infringe the legitimate right and in terests of any third party. If a third party alleges that the use of such achieveme nts by Party A infrin ges any rights of ano ther party Party B shallArticle 15 Con firmed by the two parties , the R&D achieveme nts and

26、the adscripti on of thereleva nt in tellectual property right gen erated from theCon tract shall be settled by the method.1. (Party A , Party B , Both) has or have the right to apply for the pate nt right.after obta ining the pate nt rightThe use and the releva nt allocati on of ben efitsare as follow ing: